The General Terms and Conditions

Article 1. Definitions

The following definitions apply in these terms and conditions:

1.1 General terms and conditions: the entirety of the provisions as included below.
1.2 Studio Sa’qia: JENSA VOF, under which Studio Sa’qia provides services, with registered office at Zangstraat 22, 3830 Wellen, Belgium and company number BE 0798.177.861.
1.3 Client: the (legal) person, acting in the exercise of profession or business (the entrepreneur) who has commissioned Studio Sa’qia to provide its services.
1.4 Services: all services, in any form whatsoever, in the field of communication and graphic design, brand strategy, design, brand design, web design, photography and related (printed) matter. The foregoing applies in the broadest sense of the word.
1.5 Agreement: any written agreement between Studio Sa’qia and the client for the provision of services by Studio Sa’qia for or on behalf of the client.
1.6 Parties: Studio Sa’qia and the client together.
1.7 In writing: all written communication, including communication by e-mail and digital messaging, provided that the identity of the sender and the authenticity of the communication are sufficiently established.
1.8 Website: www.studiosaqia.com.

Article 2. Applicability of general terms and conditions
2.1 These general terms and conditions apply to all offers made by Studio Sa’qia, quotations issued, agreements concluded, services performed and other actions performed. Deviations from these general terms and conditions are only valid if and to the extent that they have been agreed in writing between the parties.
2.2 If the client uses general (purchase or delivery) conditions and refers to them, the applicability thereof is hereby expressly excluded. All conditions that conflict with these general terms and conditions are not accepted by Studio Sa’qia.
2.3 In the event of conflict between these general terms and conditions and agreements made in an agreement, the agreements in the agreement will prevail.
2.4 The most recent version of Studio Sa’qia’s general terms and conditions applies. Studio Sa’qia has the right to unilaterally amend and supplement these general terms and conditions. Amendments will also apply to agreements that have already been concluded. No rights can then be derived from agreements between parties that deviate from the amended general terms and conditions. Amendments are binding after they have been declared applicable in writing by Studio Sa’qia with the sending of the general terms and conditions.
2.5 If one or more provisions of these general terms and conditions are declared null and void, should be declared null and void or are voided at any time, the other provisions of these general terms and conditions will remain fully applicable. The parties will consult to agree on a new provision to replace the void or voided provision. In doing so, the purpose and scope of the original provision will be taken into account as much as possible.
2.6 If Studio Sa’qia deviates from these general terms and conditions on its own initiative in favor of the client, no rights can be derived from this by the client.

Article 3. Offers and quotations
3.1 A quotation issued by Studio Sa’qia is valid for the period indicated in the quotation. If no period is indicated, the quotation is valid until 10 days after the date on which the quotation was issued.
3.2 Studio Sa’qia will indicate in its offer (including in its brochure offer & investment guide, order confirmation and/or a quotation) which services are offered and which amounts the client owes upon acceptance of the offer. Everything that is delivered outside the offer is considered as additional work and invoiced as such.
3.3 An offer may be based on the data and information provided by the client. If it appears after the offer that the provided data or information is not (or no longer) correct, Studio Sa’qia has the right to adjust the relevant prices and other conditions. Studio Sa’qia is not obliged to check the accuracy of the information provided by the client or third parties. This also applies to brand names and existing logos of the client, etc.
3.4 A composite quotation does not oblige Studio Sa’qia to perform part of the assignment against a corresponding part of the stated price.
3.5 Studio Sa’qia cannot be held to its offers and/or quotations if the client understands or can reasonably understand that the offer, or a part thereof, contains an obvious mistake, error, printing, typesetting or typing error.
3.6 Offers and/or quotations do not automatically apply to future assignments.
3.7 In the event of an urgent assignment, Studio Sa’qia has the right to charge a surcharge of 25% on the proposed quotation.

Article 4. Formation of the agreement
4.1 The agreement is concluded after the client has accepted the offer made by Studio Sa’qia (by e-mail). Strategy calls must be scheduled directly with Studio Sa’qia after the conclusion of the agreement and in any case within 30 days after the conclusion of the agreement.
4.2 If the client’s acceptance deviates from Studio Sa’qia’s offer – whether or not on subordinate points – the agreement will be concluded if Studio Sa’qia has agreed to these deviations.
4.3 If the client – without a prior offer – gives Studio Sa’qia an assignment, Studio Sa’qia is only bound by this assignment after it has confirmed it to the client in writing.
4.4 Agreements only become binding for Studio Sa’qia through written confirmation from Studio Sa’qia or as soon as Studio Sa’qia – without objection from the client – has started the execution of the assignment.
4.5 Changes to the agreement are only valid if and to the extent that they have been agreed in writing between the parties. Changes may entail that agreed deadlines within the agreement are exceeded by Studio Sa’qia, which is considered as force majeure.
4.6 If, during the execution of the agreement, it appears that it is necessary to amend or supplement the agreement for a proper execution of the agreement, Studio Sa’qia will inform the client of this as soon as possible. The parties will proceed to adjust the agreement in a timely manner and in mutual consultation.
4.7 If the client wishes to terminate or cancel the agreement with Studio Sa’qia, the client will only be entitled to this right if he proceeds to compensate the work performed up to that point and (un)costs incurred by Studio Sa’qia. In the event of cancellation, Studio Sa’qia has the right to charge a cancellation fee of 50% of the agreed total amount. If the client has paid a deposit, the deposit will apply as a cancellation fee.
4.8 The client must postpone appointments with Studio Sa’qia (such as strategy calls and clarity calls) at least 24 hours before the scheduled appointment. In that case, a new appointment will be scheduled in consultation with Studio Sa’qia. Any consequences of delay will at all times be entirely at the expense and risk of the client. Studio Sa’qia also has the right to charge the client for additional costs / damage resulting from the delay.

Article 5. Obligations of the client
5.1 The client is obliged to provide all information and data that Studio Sa’qia deems necessary for the correct, complete, safe and uninterrupted execution of the agreement to Studio Sa’qia in a timely manner, in the desired form and in the desired manner. If the information and/or data required for the execution have not been provided to Studio Sa’qia in a timely manner, in the desired form or in the desired manner, Studio Sa’qia has the right to suspend the execution of the agreement and to charge the (extra) costs resulting from the delay to the client.
5.2 The client may place high demands on the advice and services of Studio Sa’qia, but the client guarantees the accuracy, completeness and reliability of the information and/or data made available to Studio Sa’qia by or on behalf of him, even if these come from third parties. The client remains at all times responsible and liable for the possible consequences of providing incorrect, incomplete and unreliable information and data.
5.3 The client is obliged to inform Studio Sa’qia as soon as possible about facts and circumstances that may be important in connection with the conclusion and further execution of the agreement.
5.4 The client is responsible for the safe and correct storage of digital files and/or the storage thereof. Studio Sa’qia is not liable for lost digital files or the hacking thereof.
5.5 The client is responsible for the correct use of the delivered files, designs, images, concepts and advice and for respecting the intellectual property rights of Studio Sa’qia and/or the third parties involved in the execution.
5.6 The client is obliged to read and check the data and information from the documents, concepts, designs, pieces, advice, images and proposals to be received at all times for accuracy and completeness and to report any inaccuracies or incompleteness to Studio Sa’qia as soon as possible, but no later than within 7 days. If the client does not respond within the period of 7 days, the documents, designs, pieces, advice, images, proposals and/or other concepts will be considered as properly delivered and Studio Sa’qia has the right to invoice these activities and demand payment for them.
5.7 If Studio Sa’qia offers executed work to the client for approval, the client is entitled to one free feedback round, unless Studio Sa’qia has expressly stated otherwise in its offer. If the client wants Studio Sa’qia to carry out more feedback rounds, the resulting (extra) costs will be borne by the client.

Article 6. Execution of the agreement
6.1 Studio Sa’qia determines the manner in which and by which person(s) the agreement is executed.
6.2 Studio Sa’qia will perform its services to the best of its knowledge and ability, applying sufficient care and craftsmanship. Studio Sa’qia has an obligation of effort with regard to services provided and cannot be held liable from an obligation of result. Studio Sa’qia cannot therefore be held liable for disappointing results and/or failure to achieve intended objectives as a result of its services already performed.
6.3 Studio Sa’qia will make every reasonable effort to secure the data that Studio Sa’qia stores for the client in such a way that this data is not available to unauthorized persons.
6.4 Studio Sa’qia is entitled, without prior notification to and express consent from the client, to have the agreed services (partially) performed by third parties, if this is desirable in the opinion of Studio Sa’qia.
6.5 Deadlines within which the services are performed are only to be regarded as indicative and not as strict deadlines. Exceeding such a deadline therefore does not constitute an attributable shortcoming on the part of Studio Sa’qia and is not a ground for termination of the agreement.
6.6 Studio Sa’qia has the right to execute the agreement in phases. Studio Sa’qia has the right to invoice each executed part separately and demand payment for it. If and as long as this invoice is not paid by the client, Studio Sa’qia is not obliged to execute the following phases and has the right to suspend the agreement. Studio Sa’qia also has the right to wait with the execution of the next phase until the client has approved the results of the previous phase in writing. The client must check any work delivered by Studio Sa’qia within 7 days of delivery and pass on any adjustments. If the client does not make the desired adjustments known in time, the concepts will be considered as approved and delivered and Studio Sa’qia has the right to invoice these activities and demand payment for them.
6.7 If the client provides Studio Sa’qia with information carriers, electronic files, etc., the client guarantees that the information carriers and electronic files are free of viruses and defects.
6.8 Studio Sa’qia has the right to mention or use the client name, the project and the work performed as a reference or example for all commercial purposes, without any compensation being owed to the client, unless mandatory law with regard to natural persons determines otherwise.

Article 7. Delivery and quality of photographic work
7.1 The delivery of photos will take place digitally. The photos will be delivered to the client once. The delivery obligation has been met as soon as the images have been offered to the client once. Established delivery times are not to be regarded as strict deadlines.
7.2 The images will be delivered in the usual style of the photographer, with an image optimization being applied to, among other things, light, color and contrast, and with emphatically no standard post-processing taking place to remove or reduce existing elements in the photo, such as removing or reducing imperfections of the skin or disturbing elements in the environment.
7.3 If the photos are offered to the client for approval, the client is entitled to one free editing round. If the client wants to have extra edits carried out, the resulting (extra) costs and hours will be borne by the client. If there is no message within 7 days, the photos will be considered as properly delivered.
7.4 No access is offered to non-delivered photographic images or raw files/unprocessed photos.
7.5 The client is expressly prohibited from applying his own edits to the photos. Own edits include, but are not limited to: adding filters, colors, adjustments and cutouts.
7.6 The client is responsible for making a backup of the delivered files.

Article 8. Deadlines
8.1 Agreed deadlines in the agreement within which the services are performed and/or work is (de)livered are only indicative and are never to be regarded as strict deadlines.
8.2 In the event of exceeding a (de)livery deadline and/or execution deadline by Studio Sa’qia, the client must give Studio Sa’qia notice of default, whereby Studio Sa’qia is still offered a reasonable deadline to perform the services or deliver the work. Studio Sa’qia is never obliged to pay any compensation for the resulting damage.
8.3 If the client must provide information and/or data that is necessary for the execution and/or (de)livery, the (de)livery deadline and/or execution deadline starts after the client has provided this information and/or data to Studio Sa’qia.

Article 9. Prices and rates
9.1 All prices that Studio Sa’qia uses are in euros, excluding VAT and excluding other costs, such as other government levies, administration, travel, accommodation, location, parking, shipping, and/or costs of third parties, unless stated otherwise.
9.2 Studio Sa’qia has the right to adjust its prices in the interim, if it deems this necessary. If the prices of the offered services increase after the conclusion of the agreement, the client is entitled to cancel the agreement per the date on which the price increase takes effect. Price increases as a result of laws and regulations are excluded.
9.3 If Studio Sa’qia has agreed a fixed rate with the client, Studio Sa’qia is nevertheless entitled to increase this rate if, during the execution of the agreement, it appears that the originally agreed or expected amount of work was underestimated to such an extent when the agreement was concluded, and this is not attributable to Studio Sa’qia, that it cannot reasonably be required of Studio Sa’qia that Studio Sa’qia performs the agreed work for the originally agreed rate.

Article 10. Invoicing, payment and collection
10.1 Payment of the invoice must be made within 10 days of the invoice date.
10.2 Studio Sa’qia has the right to demand (full) advance payment or any other security for payment from the client.
10.3 In the event of late payment or non-payment of the invoice, Studio Sa’qia has the right to suspend all its work for the client until the amount of the invoice has been paid.
10.4 In any case, default interest of 12% on the invoice amount, as well as a fixed compensation of 12% with a minimum of €150, is owed on the outstanding invoice amount, without prior notice of default, unless Studio Sa’qia demonstrates major damage. In the event of partial payment, full compensation remains due.
10.5 Payments made by the client will first be deducted by Studio Sa’qia from all interest and costs owed and then from the due and payable invoices that have been outstanding the longest.
10.6 In the case of a jointly given assignment, the clients are jointly and severally liable for payment of the invoice amount, insofar as the services have been performed for the benefit of the joint clients, regardless of the name on the invoice.

Article 11. Inability to pay
11.1 Studio Sa’qia is entitled to dissolve the agreement in writing without further notice of default and without judicial intervention, at the time when the client:

• is declared bankrupt or applies for bankruptcy;
• applies for (provisional) suspension of payments;
• is affected by execution attachment;
• otherwise loses the power of disposition or the capacity to act with regard to (part of) his assets.

Article 12. Force majeure
12.1 If the execution of the agreement becomes impossible due to a cause that cannot be attributed to Studio Sa’qia or if compliance with its obligations cannot reasonably be required of Studio Sa’qia, then Studio Sa’qia is entitled to suspend the execution of the agreement.
12.2 Force majeure in these general terms and conditions includes, among other things: illness of Studio Sa’qia or third parties engaged, government measures, hindrance of corona rules, malfunctions in the computer network or other technical malfunctions, shortcomings of third parties/suppliers engaged by Studio Sa’qia, natural disasters, delays in traffic, etc.
12.3 In the event of force majeure, Studio Sa’qia will make reasonable efforts to provide an alternative solution if desired.
12.4 If the force majeure situation occurs at the moment that the obligations of Studio Sa’qia have been (partly) fulfilled or it will be able to fulfill them, Studio Sa’qia has the right to invoice this part.
12.5 From the moment that the force majeure situation has lasted at least two months or is of a permanent nature, both parties may (partially) dissolve the agreement by means of a written notification, without judicial intervention, without the parties being able to claim any compensation.

Article 13. Intellectual property rights
13.1 All intellectual property rights to all documentation, advice, reports, quotations, strategies, visual material, photos, texts, designs, models and preparatory material thereof developed or made available in the context of the services rest exclusively with Studio Sa’qia, unless otherwise agreed in writing. Intellectual property rights of the client that belonged to the client before the conclusion of the agreement remain with the client.
13.2 Parties may agree that the rights referred to in the first paragraph are transferred in whole or in part to the client. This transfer and any conditions under which the transfer takes place will always be recorded in writing. Until the moment of transfer, a right of use is granted as regulated in article 14 of these general terms and conditions (in case of branding, web design, communication and graphic design). The use of photographic work by the client is regulated in article 15 of these general terms and conditions.
13.3 Unless the work is not suitable for this, Studio Sa’qia is at all times entitled to (have) its (company) name and/or the (company) name of third parties involved mentioned or removed on or with the work and the client is not permitted to make the work public or reproduce it without mentioning the name of Studio Sa’qia and/or the name of third parties involved without prior permission.
13.4 After completion of the assignment, neither the client nor Studio Sa’qia has a duty to retain the materials and data used, with the exception of a statutory duty of retention.
13.5 The client indemnifies Studio Sa’qia against any claim from third parties based on infringement of all intellectual property rights.
13.6 In the event of infringement of the intellectual property rights of Studio Sa’qia and/or the third parties it engages, Studio Sa’qia is entitled to compensation amounting to at least twice the license fee it uses for such a form of use without losing the right to any compensation (including the right to compensation for all direct and indirect damage and all actual judicial and extrajudicial costs).

Article 14. Use of the result
14.1 When the client fully complies with his obligations under the agreement with Studio Sa’qia, he acquires the right to use the result of the assignment in accordance with the agreed destination. If no agreements have been made about the destination, the right of use remains limited to that use for which the assignment (apparently) has been issued. The right of use is exclusive, unless the nature of the agreement dictates otherwise or otherwise agreed.
14.2 The client is not entitled to adjust, expand or otherwise (re)use or execute the result of the assignment or to have this done by third parties without the written permission of Studio Sa’qia than has been agreed, or to have this done by third parties. Studio Sa’qia may attach conditions to this permission, including the payment of an additional fee.
14.3 In the event of wider or other use that has not been agreed, including modification, mutilation or impairment of the provisional or definitive result, Studio Sa’qia is entitled to compensation for infringement of its intellectual property rights, as described in article 13.6 of these general terms and conditions.
14.4 Unless the consequences thereof are contrary to reasonableness and fairness, the client is not (longer) permitted to use the results made available:

• from the moment that the client does not or does not fully comply with his payment obligations under the agreement or is otherwise in default;
• if the assignment is terminated prematurely;
• in the event of bankruptcy and/or suspension of payment(s) of the client, unless the relevant rights have been transferred to the client in accordance with article 13.2 of these general terms and conditions.

14.5 Studio Sa’qia is free, with due observance of the interests of the client, to use the results for its own publicity and promotional purposes, including, but not limited to, portfolio, website, social media, magazine articles, in printed matter and trade fair materials.

Article 15. License photographic work
15.1 Studio Sa’qia grants the client a limited, non-exclusive, non-transferable license for (in)definite time to reproduce and make public the photos, unless explicitly agreed otherwise. This license is only granted after the client has fulfilled all his financial obligations under the agreement. The license is granted for an indefinite period, unless Studio Sa’qia has stated otherwise. If the license is granted for a certain period by Studio Sa’qia, the parties will agree on a period of use with each other.
15.2 The client is not authorized to grant sublicenses to third parties, nor to transfer his own license. The client must request written permission from the photographer / Studio Sa’qia for submitting photos for competitions and publications by third parties.
15.3 The photographer and/or Studio Sa’qia is free, with due observance of the interests of the client, to use the photos for its own publicity and promotional purposes, including, but not limited to, portfolio, website, social media, magazine articles, in printed matter and trade fair materials.
15.4 The name of the photographer and/or Studio Sa’qia must be clearly stated with any use of photographic work, or with a reference to the photographic work in the publication.

Article 16. Liability and indemnification
16.1 In the event that the client demonstrates that he has suffered damage due to an attributable shortcoming of Studio Sa’qia that arises from or is related to the execution of the agreement, the liability of Studio Sa’qia for only and exclusively the direct damage is limited to a maximum of the invoice amount to which the liability relates. Studio Sa’qia has an obligation of effort with regard to services provided and cannot be held liable for disappointing results and/or failure to achieve intended objectives by the client.
16.2 Studio Sa’qia is only liable for direct damage. Liability of Studio Sa’qia for indirect damage, such as consequential damage or damage due to lost turnover or profit or material damage is excluded.
16.3 Studio Sa’qia is not liable for damage as a result of a force majeure situation, as referred to in article 14 of these general terms and conditions.
16.4 Studio Sa’qia cannot be held liable for actions or decisions that the client makes himself during the services of Studio Sa’qia.
16.5 Studio Sa’qia cannot be held liable for incompleteness/inaccuracies in the result, if the client has provided incorrect and/or incomplete data to Studio Sa’qia.
16.6 Studio Sa’qia cannot be held liable for damage that arises because the client does not comply with the obligations included in these general terms and conditions.
16.7 Studio Sa’qia cannot be held liable for (the consequences of) malfunctions in used equipment, software and/or the inaccessibility of social media platforms.
16.8 Studio Sa’qia cannot be held liable for color deviations on non-calibrated screens and prints that are supplied by someone other than Studio Sa’qia.
16.9 Studio Sa’qia cannot be held liable for damage caused by infringement of intellectual property rights and/or privacy rights, because third parties have gained unauthorized access to the information and/or data of Studio Sa’qia and/or the client.
16.10 Studio Sa’qia cannot be held liable for damage caused by infringement of intellectual property rights because the client infringes the intellectual property rights of third parties. Brand names of clients are not checked by Studio Sa’qia. The client is at all times responsible for the correct use of brand names, logos, etc. and indemnifies Studio Sa’qia against all claims from third parties in this regard.
16.11 Insofar as Studio Sa’qia would be dependent on the cooperation, services and deliveries of third parties, Studio Sa’qia can in no way be held liable for damage arising from these relationships or the termination thereof. The client will indemnify and hold Studio Sa’qia harmless in respect of all claims from third parties due to or as a result of damage suffered as a result of the execution of the agreement.
16.11 Any liability of Studio Sa’qia lapses by the mere expiry of one year from the moment that the assignment has ended by completion, termination or dissolution.
16.12 The provisions in this article apply subject to intent or gross negligence on the part of Studio Sa’qia and if mandatory law opposes this.

Article 17. Confidentiality
17.1 When parties become aware of data from the other party that they know or can reasonably know is of a confidential nature, they will not disclose this data to third parties in any way. An exception to this applies when laws and regulations require disclosure or if this is necessary for the proper execution of the agreement.
17.2 The party that receives confidential data will only use it for the purpose for which it was provided. Data will in any case be considered confidential if it has been designated as such by one of the parties or if this follows from the nature of the information.
17.3 Studio Sa’qia may only use the personal data of the client in the context of the execution of the agreement, the handling of a complaint or for commercial purposes. Studio Sa’qia is not permitted to lend, rent, sell or otherwise make public the personal data of the client. Studio Sa’qia processes personal data in accordance with applicable laws and regulations.

Article 18. Complaints procedure
18.1 Complaints regarding the services of Studio Sa’qia must be made known to Studio Sa’qia in writing within 14 days after the execution, or within 14 days after discovery of the defect, if the client demonstrates that he could not reasonably have discovered the defect earlier.
18.2 Complaints do not suspend the payment obligation of the client.
18.3 The notice of default regarding the shortcoming of Studio Sa’qia must be described as detailed as possible. Complaints will no longer be processed after the aforementioned period. All consequences of not reporting directly are at the risk of the client.
18.4 Studio Sa’qia must be given the opportunity to investigate the complaint and has the right to improve the execution of the agreement. In the event of a well-founded complaint, Studio Sa’qia will consult with the client to reach a suitable solution.

Article 19. Applicable law and competent court
19.1 All cases to which these general terms and conditions apply are governed by Belgian law. Unless mandatory law provides otherwise, all disputes between parties regarding agreements that are subject to these general terms and conditions fall exclusively under the jurisdiction of the courts of Tongeren.